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HomeMy WebLinkAboutBID - 10140 Asphalt Supply 202510140 ASPHALT SUPPLY 2025 Page 1 of 29 INVITATION TO BID 10140 ASPHALT SUPPLY 2025 BID OPENING: 3:00 PM MT (our clock), March 26, 2025 The City of Fort Collins is requesting bids from qualified Vendors for provide the City of Fort Collins with Hot Mix Asphalt (HMA) and Warm Mix Asphalt (WMA) to be picked up by the City or representatives at the Vendor's asphalt plant As part of the City’s commitment to Sustainable Purchasing, electronic bid submission is preferred. Bids shall be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Please note: submitting bids through RMEPS may need additional time for completion. Bids not submitted by the designated Opening Date and Time will not be accepted by the system. The City encourages all disadvantaged business enterprises to submit bid in response to all invitations to bid. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. Public Bid Opening: Bid opening will be conducted shortly after 3:00 PM MT on March 26, 2025. Bid openings will be conducted by videoconference. At said place and time, and promptly thereafter, all Bids that have been duly received will publicly opened and read aloud. To access the Bid opening, please follow the link: Join the meeting now Meeting ID: 249 552 915 848 Passcode: 4Dp2LE6C Alternatively, the bid opening can be accessed via phone. This option will only allow you to hear the audio presentation. Call-in number: 1-970-628-0892 Conference ID: 184 741 569# Any additional questions should be submitted, preferably in writing via email, to Adam Hill, Senior Buyer at adhill@fcgov.com with a copy to Asphalt Operations Manager, James White at jwhite@fcgov.com , no later than 3:00 PM MT (our clock) on March 19, 2025. Please format your e-mail to include: Bid 10140 Asphalt Supply 2025 in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by BidNet: A copy of the Bid may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This BID has been posted utilizing the following Commodity Code(s): Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 fcgov.com/purchasing 10140 ASPHALT SUPPLY 2025 Page 2 of 29 74500 ROAD AND HIGHWAY BUILDING MATERIALS (ASPHALTIC) 74502 Asphalt, AC (Asphalt/Cement) 74504 Asphalt, AC (With Latex/Polymer) 74505 Asphalt, Aggregates 74506 Asphalt, Cutback 74507 Asphalt, Cutback (With Latex/Polymer) 74508 Asphalt, Emulsified 74510 Asphalt, Emulsified (With Latex/Polymer) 74511 Asphalt, Pervious Hot Mix 74512 Asphalt, Oil 74513 Asphalt, Uintaite 74514 Asphaltic Concrete, Cold Laid 74521 Asphaltic Concrete, Hot Laid Including Bituminous Materials 74528 Asphaltic Shell 75595 Recycled Asphalt and Concrete Handling Equipment, Accessories and Supplies Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d- 4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Vendor to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Vendor and their subcontractors/subconsultants at every tier. Colorado Open Records Act: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded contract will be considered public records subject to disclosure under CORA. By responding to this Bid, Contractor hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Special Instructions: All bids must be properly signed by an authorized representative of the company with the legal capacity to bind the company to the agreement. Bids may be withdrawn up to the date and hour set for closing. Once bids have been accepted by the City and closing has occurred, failure to enter into contract or honor the purchase order will be cause for removal of supplier's name from the City of Fort Collins' bidders list for a period of twelve months from the date of the opening. The City may also pursue any remedies available at law or in equity. Bid prices must be held firm 10140 ASPHALT SUPPLY 2025 Page 3 of 29 for a period of ninety (90) days after bid openings. Submission of a bid is deemed as acceptance of all terms, conditions and specifications contained in the City's specifications initially provided to the Vendor. Any proposed modification must be accepted in writing by the City prior to award of the bid. Only bids properly received by the Purchasing Office will be accepted. All bids should be clearly identified by the bid number and bid name contained in the bid proposal. No bid will be accepted from, or any purchase order awarded, to any person, firm or corporation in default on any obligation to the City. Bids must be furnished exclusive of any federal excise tax, wherever applicable. Vendors must be properly licensed and secure necessary permits wherever applicable. The City may elect where applicable, to award bids on an individual item/group basis or on a total bid basis, whichever is most beneficial to the City. The City reserves the right to accept or reject any and all bids, and to waive any irregularities or informalities. Sales Prohibited/ Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity, favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Freight Terms: Unless otherwise noted, all freight is F.O.B. Destination, Freight Prepaid. All freight charges must be included in prices submitted on proposal. Collusive or Sham Bids: Any bid deemed to be collusive or a sham bid will be rejected and reported to authorities as such. Your authorized signature of this bid assures that such bid is genuine and is not a collusive or sham bid. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Vendor Registration: The City requires a new Vendor receiving awards from the City to submit IRS form W-9 and requires all Vendors to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit these documents with your proposal, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your proposal as an exception. The City may waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion. 10140 ASPHALT SUPPLY 2025 Page 4 of 29 Bid results are posted online at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Gerry Paul Purchasing Director 10140 ASPHALT SUPPLY 2025 Page 5 of 29 CITY OF FORT COLLINS GENERAL INFORMATION The City of Fort Collins is requesting bids to provide the City of Fort Collins with Hot Mix Asphalt (HMA) and Warm Mix Asphalt (WMA) to be picked up by the City or representatives at the Vendor's asphalt plant. Schedule The following represents the City’s target schedule for the bid. The City reserves the right to amend the target schedule at any time. • Bid issuance: March 11, 2025 • Question deadline: 3:00 PM MT on March 19, 2025 • Bid Opening Date: 3:00 MT (our clock) on March 26, 2025 Method of Award The City reserves the right to award to multiple Vendors or split the bid award however it is most advantageous to the City. Award(s) from this bid and subsequent purchase orders will be based primarily on lowest bid price plus lowest transportation cost to the job and material availability. Agreement The awarded Vendor will receive a Purchase Order from the City authorizing work under this Agreement. Vendor should not begin any Work prior to receipt of the Purchase Order. The awarded Vendor is also expected to sign the City’s standard Services Agreement, a sample of which is attached. The Agreement will be effective for a period of one year. Invoices & Payments Invoices should be emailed monthly or after a shipment to invoices@fcgov.com with a copy to the Project Manager. The cost of the item(s) delivered shall be paid to the Vendor each month following the submittal of a correct invoice. Vendor should include Purchase Order Number and a detailed description of item(s) on each invoice submitted. The City pays invoices on Net 30 terms. Fees, Licenses, Permits The successful Vendor shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. Laws and Regulations All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories. The Contractor agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). The Contractor further agrees to comply fully with the Occupational Safety and Health Act, all 10140 ASPHALT SUPPLY 2025 Page 6 of 29 regulations issued there under, and all state laws and regulations enacted and adopted pursuant thereto. Insurance Vendor is responsible for providing the City with insurance as required in the attached Agreement. Warranty Vendor warrants the materials will be in compliance with the Standard Specifications. 10140 ASPHALT SUPPLY 2025 Page 7 of 29 CITY OF FORT COLLINS BID SUBMITTAL INSTRUCTIONS The following items must be provided in the bid submittal package: 1) Completed Bid Submittal , consisting of two (2) pages, including: • Bid Schedule • Vendor Acknowledgement. You must completely fill out the contact information portion. Failure to submit any of the above may result in your bid being considered non responsive. 10140 ASPHALT SUPPLY 2025 Page 8 of 29 BID PROPOSAL WE HEREBY ENTER OUR BID FOR THE CITY OF FORT COLLINS, REQUIREMENTS FOR 10140 ASPHALT SUPPLY 2025 PER BID INVITATION, ATTACHED SPECIAL INSTRUCTIONS, AND ANY REFERENCED SPECIFICATIONS: The Colorado Department of Transportation “Standard Specification for Road and Bridge Construction”, latest revision, including all Supplemental Specifications and the current version of the Larimer County Urban Area Street Standards are made part of this contract by this reference, except as revised herein, and hereby adopted as the minimum Standard Specification of compliance for this contract (the “Standard Specifications”). The purpose of this bid is to provide the City of Fort Collins with Hot Mix Asphalt/Warm Mix Asphalt to be picked up by the City at the Vendor’s asphalt plant. Quantities are estimates only and will be used for bidding and award purposes only. The City reserves the right to award to more than one Vendor. The City reserves the right to award on cost per ton plus lowest transportation costs to the job and availability of material. Any asphalt product not in compliance with the Standard Specifcations may be rejected by the City. Vendor must have silo storage capabilities of a minimum of 500 tons. Awarded Vendor(s) must enter into the attached Service Agreement (for your review) and provide the required insurance. This Agreement and Bid Schedule are effective for one year from the effective date of the Agreement. The awarded Vendor must supply asphalt as requested by the City departments on demand, with 12 hours prior notice by the City. This applies to pickups Monday through Saturday, occasionally at night, and infrequently on Sundays, unless legally prohibited. City crews shall not be kept waiting for loading of asphalt for a period longer than fifteen (15) minutes and should alternate when loading if Vendor’s trucks are waiting. The City may require testing of the work, including materials, products, processes and equipment. The costs for tests not required elsewhere by these specifications shall be paid by the City where such tests show compliance with the Standard Specifications and/or terms of this Agreement; otherwise the costs shall be paid by the Vendor. Any products, materials and equipment condemned or rejected by the City or it’s authorized inspector because of nonconformity with the Standard Specifications and/or the terms of this Agreement may be removed or reduced in price as provided in the Standard Specifications. Any costs to remove and replace non-conforming materials, shall be borne by the Vendor. The City, and authorized government agents, and their representatives, shall at all times be provided safe access to the Vendor’s asphalt plant; and the Vendor shall provide facilities for such access and for inspection. 10140 ASPHALT SUPPLY 2025 Page 9 of 29 BID SUBMITTAL FORM A. BID SCHEDULE Warm Mix/Hot Mix Asphalt Pricing (FOB Plant) ITEM ITEM ESTIMATED UNIT VENDOR NO. DESCRIPTION QUANTITY PRICE MIX ID # 403.10 WMA/HMA SX 75 (PG 58-28) 20% RAP 2,000 tons $_________ /ton ______ 403.11 WHA/HMA SX 75 (PG 58-28) 30% RAP 3,000 tons $_________/ton ______ 403.15 WMA/HMA SX 75 (PG 64-22) 20% RAP 15,000 tons $_________ /ton ______ 403.20 WMA/HMA SX 75 (PG 64-28) 20% RAP 5,000 tons $_________ /ton ______ 403.25 WMA/HMA S 75 (PG 58-28) 20% RAP 2,000 tons $_________ /ton ______ 403.30 WMA/HMA S 75 (PG 64-22) 20% RAP 10,000 tons $_________ /ton ______ 403.35 WMA/HMA S 75 (PG 64-28) 20% RAP 5,000 tons $_________ /ton ______ 403.40 WMA/HMA SG 75 (PG 64-22) 20% RAP 500 tons $_________ /ton ______ Note: The quantities listed above are estimates only. The City of Fort Collins reserves the right to modify the quantities for any or all items listed. IN ADDITION TO THE BID SCHEDULE PRICES FOR EACH MIX DESIGN LISTED ABOVE, VENDORS MUST SUBMIT THE FOLLOWING LIQUID ASPHALT COSTS FOR THE 2025 SEASON. ALL PRICES ARE NOT TO BE ADJUSTED FOR THE ENTIRETY OF THIS AGREEMENT. THESE PRICES ARE INTENDED TO BE LOCKED IN FOR THE LENGTH OF THE AGREEMENT FROM DATE SIGNED TO THE SAME DATE IN THE FOLLOWING YEAR. Asphalt Cement (PG 58-28) $________________ /ton Asphalt Cement (PG 64-22) $________________ /ton Asphalt Cement (PG 64-28) $________________ /ton NIGHT OR WEEKEND UP-CHARGE (OPTIONAL) $________________ /ton REVISION OF SECTION 401 PLANT MIX PAVEMENTS – GENERAL 10140 ASPHALT SUPPLY 2025 Page 10 of 29 Section 401 of the Standard Specifications is hereby revised as follows: • The following paragraph shall be deleted from Subsection 401.02 of the Standard Specifications: (a)(3) “A sufficient quantity of each aggregate for the Department to perform the tests specified in Section 3.2.1 of CP 52.” The Contractor’s proposed job-mix formula for each hot mix asphalt grading will be tested by the Department utilizing materials actually produced and stockpiled for use on the project. The job-mix formula for each mixture shall establish a single percentage of aggregate passing each required sieve size, a single percentage of asphalt cement to be added to the aggregate, and a single temperature for the mixture at the discharge point of the plant. When Laboratory tests indicate that a proposed job-mix formula complies with the specifications as revised for the project, a Form 43 shall be executed between the Engineer and the Contractor to establish the job-mix formula. • Subsection 401.02 is hereby revised to include the following: Requests made in writing by the Contractor for changes in the job mix formula shall be considered by the Engineer. A job mix formula shall be determined by the Contractor and submitted to the Engineer for approval a minimum of one week prior to the beginning of construction for each proposed change. The Contractor shall provide the Engineer with a report from an independent testing laboratory acceptable to the Engineer. The report shall state the Superpave properties, optimum oil content, job mix formula and recommended mixing and placing temperatures. The costs for all job mix formulas shall be the responsibility of the Contractor. Mix design verification testing shall be the responsibility of the Contractor. A minimum of one verification per mix design or one per 10,000 ton of mix used shall be provided to confirm oil content, gradation, air voids, VMA, and stability. END OF SECTION 10140 ASPHALT SUPPLY 2025 Page 11 of 29 Section 403 of the Standard Specifications is hereby revised as follows: Subsection 403.01 shall be amended to include the following: This work shall consist of supplying foamed WMA or standard HMA to the City of Fort Collins. This material shall be picked up by The City of Fort Collins at the Contractor’s asphalt plant. The material shall include Grading SX, Grading S, and Grading SG Foamed Warm Mix Asphalt (WMA)/ Hot Mix Asphalt (HMA), according to the current Colorado Department of Transportation Design Criteria and the Larimer County Urban Area Street Standards or as specified herein. The Asphalt Pavement Material supplier may choose to supply HMA over WMA, if conditions are not appropriate for the successful production or placement WMA. Water foamed WMA production technology shall be approved by CDOT and included on the approved product list for Warm Mix Asphalt at (HTTPS://codot.gov/business/apl/asphalt-warm-mix.html). Subsection 403.02 shall be amended to include the following: Laboratory Mix Design – Superpave mix, Grading S, SX, SG - The mix design shall be prepared by an independent laboratory acceptable to the Engineer. The criterion for the mix design is as follows: o Designed according to most recent set of SUPERPAVE Specifications available at the time. o A request made in writing by the Contractor for changes in the job mix formula will be considered by the Engineer. o The design mix for Grading S, SX, and SG shall conform to the current Larimer County Urban Area Street Standards and the following: Property Test Method Grading S Grading SG Grading SX Minimum Dry Split Tensile Strength, kPa (psi) CPL 5109 Method B 205 (30) 205 (30) 205 (30) Grade of Asphalt Cement PG 58-28 PG 64-22 PG 64-28 PG 64-22 PG 58-28 PG 64-22 PG 64-28 Voids in the Mineral Aggregate (VMA) % minimum CP 48 (a) (a) (a) Voids Filled with Asphalt (VFA) % AI MS-2 (a) (a) (a) 10140 ASPHALT SUPPLY 2025 Page 12 of 29 (a) Current CDOT Design Criteria Subsection 403.05 is revised to include the following: The accepted quantities will be paid for at the contract unit price for each of the pay items listed below: Pay Item Unit 403.10 WMA/HMA GR SX (PG 58-28) 20% RAP Ton 403.11 WMA/HMA GR SX (PG 58-28) 30% RAP Ton 403.15 WMA/HMA GR SX (PG 64-22) 20% RAP Ton 403.20 WMA/HMA GR SX (PG 64-28) 20% RAP Ton 403.25 WMA/HMA GR S (PG 58-28) 20% RAP Ton 403.30 WMA/HMA GR S (PG 64-22) 20% RAP Ton 403.35 WMA/HMA GR S (PG 64-28) 20% RAP Ton 403.40 WMA/HMA GR SG (PG 64-22) 20% RAP Ton The above prices and payments shall include full compensation for furnishing all labor, materials, tools, equipment, and incidentals, and for doing all the work involved in providing Hot Mix Asphalt materials, complete, as specified in these specifications, and as directed by the Engineer. No unit price difference shall be recognized between water foamed WMA and standard HMA materials. END OF SECTION 10140 ASPHALT SUPPLY 2025 Page 13 of 29 B. ACKNOWLEDGEMENT Vendor hereby acknowledges receipt of the City of Fort Collins Bid and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in 10140 Asphalt Supply 2025 except as otherwise noted. Additionally, Vendor hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Vendor’s knowledge and belief. b. Vendor commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Vendor further agrees that the method of award is acceptable. e. Vendor also agrees to complete the proposed Notice of Award (NOA) with the City of Fort Collins within 10 days of notice of award. If NOA is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Vendor acknowledges receipt of addenda. g. Vendor acknowledges no conflict of interest. h. Vendor acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded contract will be considered public records subject to disclosure under CORA. By responding to this Bid, Vendor hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Legal Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: ALL BID SUBMITTAL FORM PAGES MUST BE COMPLETED, SIGNED WHERE REQUIRED & RETURNED WITH YOUR BID PROPOSAL PACKAGE. Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 14 of 29 ATTACHMENT A SAMPLE SERVICES AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN) This SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in the Agreement Period section below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation, (CITY) and , a(n) [enter state] [business type], (SERVICE PROVIDER). WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The SERVICE PROVIDER agrees to provide Services in accordance with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references to named third parties in this AGREEMENT and its Exhibits, the SERVICE PROVIDER shall be solely responsible for performance of all duties hereunder. 2. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon in writing by the parties. 3. Agreement Period. This AGREEMENT shall commence , 20 (the Effective Date) and shall continue in full force and effect until , 20 , unless sooner terminated as herein provided. 4. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the SERVICE PROVIDER. In the event of early termination by the CITY, the SERVICE PROVIDER shall be paid for Services rendered to the date of termination, subject only to the satisfactory performance of the SERVICE PROVIDER's obligations under this AGREEMENT. SERVICE PROVIDER shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the SERVICE PROVIDER's sole right and remedy for such termination. 5. Notices. All notices provided under this AGREEMENT shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: SERVICE PROVIDER: CITY: Copy to: Attn: James White PO Box 580 Fort Collins, CO 80522 jwhite@fcgov.com Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 15 of 29 All notices under this AGREEMENT shall be written. 6. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the SERVICE PROVIDER on a time and reimbursable direct cost basis in accordance with Exhibit [choose one], consisting of [# of Pages], attached and incorporated herein. Monthly partial payments based upon the SERVICE PROVIDER's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the SERVICE PROVIDER's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY's approval of the SERVICE PROVIDER's actual reimbursable expenses. Final payment shall be made following acceptance by the CITY of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager. The cost of the Services completed shall be paid to the SERVICE PROVIDER following the submittal of a correct itemized invoice by the SERVICE PROVIDER. The CITY is exempt from sales and use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 7. Design and Service Standards. The SERVICE PROVIDER warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the SERVICE PROVIDER, and the Project Instruments as defined in the Project Instruments and License section below. The SERVICE PROVIDER shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 8. Indemnification. The SERVICE PROVIDER shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the SERVICE PROVIDER or third parties against the CITY arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's defense costs and reasonable attorney’s fees. 9. Insurance. The SERVICE PROVIDER shall maintain insurance in accordance with Exhibit [choose one] consisting of [# of Pages], attached and incorporated herein. 10. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 16 of 29 have no obligation to continue this AGREEMENT in any fiscal year for which there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 11. Project Instruments and License. a. Upon execution of this AGREEMENT, the SERVICE PROVIDER grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as- builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the CITY substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY and third parties reasonably authorized by the CITY to reproduce applicable portions of the Project Instruments for use in performing the Services or construction for the project. In addition, the license granted hereunder shall permit the CITY and third parties reasonably authorized by the CITY to reproduce and use the Project Instruments for similar projects, provided however, in such event the SERVICE PROVIDER shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment of each invoice, associated Project Instruments rendered by the SERVICE PROVIDER shall become the CITY’s property. The SERVICE PROVIDER shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 12. CITY Project Manager. The CITY will designate, before commencement of the Services, the CITY Project Manager who will make, within the scope of their authority, all necessary and proper decisions with reference to the Services provided under this AGREEMENT. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the CITY Project Manager. The initial CITY Project Manager for this AGREEMENT is James White and can be reached at jwhite@fcgov.com or 970-221-6615. The CITY Project Manager is subject to change by the CITY. 13. Independent Contractor. The Services to be performed by the SERVICE PROVIDER are those of an independent contractor and not of an employee of the CITY. The CITY shall not be responsible for withholding or remitting any portion of SERVICE PROVIDER's compensation hereunder or any other amounts on behalf of SERVICE PROVIDER for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 14. Personal Services. It is understood that the CITY enters into the AGREEMENT based on the special abilities of the SERVICE PROVIDER and that this AGREEMENT shall be Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 17 of 29 considered as an AGREEMENT for personal services. Accordingly, the SERVICE PROVIDER shall neither assign any responsibilities nor delegate any duties arising under the AGREEMENT without the prior written consent of the CITY. 15. Subcontractors/Subconsultants. SERVICE PROVIDER may not subcontract any of the Services without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services are subcontracted hereunder (with the consent of the CITY), then the following provisions shall apply: a. the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work; b. the subcontractor will be required to comply with all applicable terms of this AGREEMENT; c. the subcontract will not create any contractual relationship between any such subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of any subcontractor; and d. the work of the subcontractor will be subject to inspection by the CITY to the same extent as the work of the SERVICE PROVIDER. The SERVICE PROVIDER shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT in accordance with Exhibit [choose one]. The SERVICE PROVIDER shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the SERVICE PROVIDER shall provide the CITY with a copy of the certificate(s) within two (2) business days. The SERVICE PROVIDER shall be responsible for any liability directly or indirectly arising out of the Services performed under this AGREEMENT by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 16. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the SERVICE PROVIDER of responsibility for the quality or technical accuracy of the Services. The CITY’S approval or acceptance of, or payment for any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 17. Warranty. a. SERVICE PROVIDER warrants that all Services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for Services of a similar nature. Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 18 of 29 b. Unless otherwise provided in the AGREEMENT, all materials and equipment incorporated into any Services shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all Services must be of a quality acceptable to CITY. c. SERVICE PROVIDER warrants all equipment, materials, labor and other Services, provided under this AGREEMENT, except CITY-furnished materials, equipment and labor, against defects and nonconformances in design, materials and Service quality for the original manufacturer’s warranty term or a period beginning with the start of the Services and ending twelve (12) months from and after final acceptance under the AGREEMENT, whichever is time is longer, regardless of whether the same were furnished or performed by SERVICE PROVIDER or by any of its subcontractors of any tier. Upon receipt of written notice from the CITY of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by SERVICE PROVIDER in a manner and at a time acceptable to CITY. 18. Default. Each and every term and condition hereof shall be deemed to be a material element of this AGREEMENT. In the event either party should fail or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 19. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to: a. terminate the AGREEMENT and seek damages; b. treat the AGREEMENT as continuing and require specific performance; or c. avail themselves of any other remedy at law or equity. In the event of a dispute between the parties regarding this AGREEMENT, each party shall bear its own attorney fees and costs, except as provided for in the Indemnification and Technology Accessibility sections. 20. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT of the parties regarding this transaction and the matter recited herein. This AGREEMENT supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this AGREEMENT shall not be binding on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit or attachment, the terms of the AGREEMENT shall prevail. Each person executing this AGREEMENT affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this AGREEMENT. Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 19 of 29 21. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution, and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the CITY subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 22. Use by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the SERVICE PROVIDER. Use by any other Agency shall not have a negative impact on the CITY in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the CITY in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the SERVICE PROVIDER. The CITY’s concurrence hereunder is subject to the SERVICE PROVIDER’s commitment that this authorization shall not have a negative impact on the Services to be completed for the CITY. 23. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER acknowledges that the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. § 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The SERVICE PROVIDER shall comply with the CITY’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 24. ADA and Public Accommodations. In performing the Services required hereunder, the SERVICE PROVIDER agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 20 of 29 SERVICE PROVIDER or which would be imposed on the CITY as a public entity. 25. Data Privacy. SERVICE PROVIDER will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act). SERVICE PROVIDER shall ensure that each person processing any personal data connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, SERVICE PROVIDER shall require that any subcontractors meet the obligations of SERVICE PROVIDER with respect to any personal data connected to this AGREEMENT. The Parties agree that upon termination of the Services that SERVICE PROVIDER shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. SERVICE PROVIDER shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. SERVICE PROVIDER shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 26. Governmental Immunity Act. No term or condition of this AGREEMENT shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, and under any other applicable law. 27. Colorado Open Records Act. The SERVICE PROVIDER acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201 (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under the CORA. 28. Delay. Time is of the essence. Subject to Force Majeure , if the SERVICE PROVIDER is temporarily delayed in whole or in part from performing its obligations, then the SERVICE PROVIDER shall provide written notice to the CITY within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 29. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the party that could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the affected party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the SERVICE PROVIDER must provide notice to the CITY of such condition within ten (10) calendar days from the onset of such condition. Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 21 of 29 30. Dust Control. The SERVICE PROVIDER shall abide by the City of Fort Collins “Dust Control and Prevention Manual,” which is available for public download at https://www. fcgov.com/ airquality/pdf/dust-prevention-and-control-manual.pdf, and is incorporated herein by this reference. The CITY has implemented this manual for all projects performed for the CITY or located within Fort Collins city limits. 31. Special Provisions. Special provisions or conditions relating to the Services to be performed pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality, consisting of four (4) pages, incorporated herein. 32. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: a. The body of this AGREEMENT (and any written amendment), b. Exhibits to this AGREEMENT, and c. The Purchase Order document. 33. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the CITY to indemnify or hold SERVICE PROVIDER harmless; requires the CITY to agree to binding arbitration; limits SERVICE PROVIDER’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 22 of 29 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER By: Printed: Title: Date: Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 23 of 29 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 24 of 29 EXHIBIT [CHOOSE ONE] BID SCHEDULE/ COMPENSATION The following pricing shall remain fixed for the term of this AGREEMENT. Official Purchasing Document Last updated 5/2024 Services Agreement ITB 10140 2025 Asphalt Supply Page 25 of 29 EXHIBIT [CHOOSE ONE] INSURANCE REQUIREMENTS The SERVICE PROVIDER will provide, from insurance companies acceptable to the CITY, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the SERVICE PROVIDER shall furnish the CITY with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may take out and maintain, at the expense of the SERVICE PROVIDER, insurance as the CITY may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the SERVICE PROVIDER under this AGREEMENT. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The CITY, its officers, agents and employees shall be named as additional insureds on the SERVICE PROVIDER's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this AGREEMENT. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The SERVICE PROVIDER shall maintain Worker’s Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the SERVICE PROVIDER's employees engaged in work performed under this AGREEMENT. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The SERVICE PROVIDER shall maintain during the life of this AGREEMENT General Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The SERVICE PROVIDER shall maintain during the life of this AGREEMENT Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. Official Purchasing Document Services Agreement ITB 10140 Asphalt Supply 2025 Page 26 of 29 EXHIBIT [CHOOSE ONE] CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by SERVICE PROVIDER under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, SERVICE PROVIDER shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this AGREEMENT and related to the services for which SERVICE PROVIDER has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and SERVICE PROVIDER shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. SERVICE PROVIDER shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Official Purchasing Document Services Agreement ITB 10140 Asphalt Supply 2025 Page 27 of 29 AGREEMENT. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, SERVICE PROVIDER must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, SERVICE PROVIDER must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. SERVICE PROVIDER shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) SERVICE PROVIDER’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling Official Purchasing Document Services Agreement ITB 10140 Asphalt Supply 2025 Page 28 of 29 • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security (b) Subcontractors. SERVICE PROVIDER may use subcontractors, though such activity shall not release or absolve SERVICE PROVIDER from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor SERVICE PROVIDER may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to SERVICE PROVIDER and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the SERVICE PROVIDER can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If SERVICE PROVIDER breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw SERVICE PROVIDER’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 12. Injunctive Relief. SERVICE PROVIDER Receiving Party acknowledges that the Disclosing Official Purchasing Document Services Agreement ITB 10140 Asphalt Supply 2025 Page 29 of 29 Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT.